Core Viewpoint - Wynnefield Partners, the largest collective stockholder of TechPrecision Corporation, is launching a campaign to nominate two directors to the Board in response to poor stockholder returns, recent M&A failures, and a lack of transparency [1][2][4]. Stockholder Returns - TechPrecision's stockholder returns have significantly underperformed the market over the past five years, with various metrics showing declines ranging from -31.2% to -53.2% [5][6]. M&A Performance - The proposed acquisition of Votaw Precision Technologies resulted in a -47.1% return from November 29, 2023, to July 2, 2024, while the STADCO acquisition has not been fully integrated and remains an underperformer after nearly three years [5][9]. - The failed Votaw transaction led to the company incurring a share-based M&A break-up fee and necessitated additional capital raising to repay loans [7][8]. Board Composition and Governance - Wynnefield believes that new independent voices are needed on TechPrecision's Board to improve transparency and business judgment [4][7]. - The lack of transparency has hindered stockholders' ability to assess investment risks and the Board's performance, with failures in timely SEC filings indicating poor oversight [6][9]. Director Nominees - Wynnefield intends to nominate General Victor Eugene "Gene" Renuart, Jr. and Robert D. Straus for the Board, citing their extensive experience and qualifications [3][11][12]. Upcoming Annual Meeting - The 2024 Annual Meeting of Stockholders is tentatively scheduled for October 2, 2024, with a record date of August 13, 2024, for stockholders entitled to vote [10][14].

Financial Performance - Consolidated net sales for the three months ended December 31, 2023, were $7.65 million, an 8% decrease from $8.33 million in the same period of 2022[124]. - Ranor's net sales decreased by $0.4 million or 9% to $4.3 million, attributed to lower volume despite an increase in average selling price[127]. - Stadco's net sales were $3.37 million, a decrease of $0.2 million or 6% compared to the same period last year, primarily due to lower average selling prices[128]. - For the nine months ended December 31, 2023, consolidated net sales were $22.99 million, a decrease of 4% compared to $23.93 million for the same period in 2022[146]. - Ranor's net sales for the nine months ended December 31, 2023, were $13.29 million, an 8% decrease from $14.40 million in the prior year[147]. - Stadco's net sales increased by $0.4 million, or 4%, to $9.94 million for the nine months ended December 31, 2023, compared to $9.53 million in the same period in 2022[148]. Profitability and Loss - Gross profit for the three months ended December 31, 2023, was $1.16 million, down 23% from $1.5 million in the same period of 2022, resulting in a gross margin of 15.2% compared to 18.0%[130]. - Consolidated gross profit for the nine months ended December 31, 2023, decreased by $1.2 million, or 29%, with a gross margin of 12.6% compared to 16.9% in the prior year[150]. - The company reported an operating loss of $2.2 million for the nine months ended December 31, 2023, which is $1.8 million higher than the operating loss for the same period in 2022[158]. - For the three months ended December 31, 2023, the company recorded a net loss of $865,334, or $0.10 per share, compared to a net income of $133,975, or $0.02 per share, for the same period in 2022[143]. - For the nine months ended December 31, 2023, the company recorded a net loss of $1.9 million, or $0.22 per share, compared to a net income of $23,754, or $0.00 per share for the same period in 2022[166]. - EBITDA for the three months ended December 31, 2023, was negative $0.365 million, a decrease of $1.190 million from EBITDA of $0.825 million in the same period of 2022[195]. Expenses - Consolidated cost of sales for the three months ended December 31, 2023, was $6.49 million, a 5% decrease from $6.83 million in the same period of 2022[130]. - Consolidated SG&A expenses for the three months ended December 31, 2023, increased by approximately $932,000, or 76%, primarily due to outside advisory and business development expenses related to a potential acquisition[134]. - Corporate and unallocated SG&A expenses increased by approximately $1.0 million due to outside advisory services and board of director's stock-based compensation[156]. - Interest expense for the nine months ended December 31, 2023, was $297,321, an increase of 35% compared to $221,017 for the same period in 2022, primarily due to higher interest rates and increased borrowing[161]. - The company experienced an increase in interest expense, which rose to $0.352 million for the nine months ended December 31, 2023, compared to $0.261 million in the same period of 2022, an increase of $0.091 million[195]. - Depreciation and amortization expenses were $1.759 million for the nine months ended December 31, 2023, compared to $1.667 million in the same period of 2022, an increase of $0.092 million[195]. Acquisition and Growth - The company entered into a Stock Purchase Agreement to acquire Votaw Precision Technologies, which is expected to more than double its revenue and enhance its defense and aerospace presence[105][106]. - The acquisition of Votaw will allow for the physical merging of its facilities with the Stadco subsidiary, providing a pathway for significant growth[106]. - Ranor's backlog as of December 31, 2023, was $18.5 million, while Stadco's backlog was $32.3 million, indicating strong demand in the defense sector[147][148]. Liquidity and Debt - Total available liquidity as of December 31, 2023, was $2.8 million, consisting of $0.4 million in cash and cash equivalents and approximately $2.4 million in undrawn capacity under the Revolver Loan[168]. - The company had approximately $7.6 million outstanding under the amended loan agreement with Berkshire Bank as of December 31, 2023[169]. - The weighted average interest rate on the Revolver Loan was 7.54% as of December 31, 2023[175]. - Total debt increased to $7.6 million as of December 31, 2023, from $6.1 million as of March 31, 2023[176]. - The company is exploring various means to strengthen its liquidity position, including amending its facility and seeking alternative financing[172]. - The company acknowledged a continuing event of default under the Loan Agreement due to failure to satisfy the Debt Service Coverage Ratio for the twelve-month period ending December 31, 2023[170]. - Long-term debt obligations totaled $7.6 million, classified as current due to probable future debt covenant violations[194]. - Outstanding unconditional contractual commitments for raw materials and supplies amounted to approximately $6.0 million, all due within the next twelve months[194]. - Lease obligations for buildings totaled $6.1 million through 2030, with approximately $0.9 million due annually for the next six years[194]. - The company has acknowledged an Existing Default due to failure to meet the required minimum Debt Service Coverage Ratio[191]. - There are no off-balance sheet arrangements as of December 31, 2023[193]. - The company has entered into discussions with the lender regarding the Existing Default but retains all rights and remedies under the Loan Documents[191].

Financial Data and Key Metrics Changes - Consolidated net sales for Q3 2024 were $7.7 million, an 8% decrease from $8.3 million in the same period last year [25] - For the nine months of fiscal 2024, consolidated net sales were $23 million, down 4% from $23.9 million year-over-year [54] - Consolidated gross profit was $1.2 million for Q3 2024, a 23% decrease compared to the same quarter a year ago [2] - Operating loss for Q3 2024 was $1 million, with SG&A expenses increasing by $1 million primarily due to outside advisory costs related to a potential acquisition [25][53] - Net loss for Q3 was $865,000, compared to a net income of $134,000 in the previous year [54] - Total debt increased to $7.6 million as of December 31, 2023, from $6.1 million at the end of March 31, 2023 [57] Business Line Data and Key Metrics Changes - Ranor's gross profit for Q3 2024 was $1.4 million, while Stadco's gross profit was essentially breakeven at a loss of $216,000 [32] - Ranor's backlog increased due to new penetration and recapture of sole-source content in defense programs [31] - Stadco's backlog also increased, featuring significant recapture of military aerospace sole-source content [31] Market Data and Key Metrics Changes - The consolidated backlog strengthened to $50.8 million at December 31, 2023, up from $44.6 million at September 30, 2023 [24] - New bookings over $6 million were captured in January and February 2024 [24] Company Strategy and Development Direction - The company aims to secure and maintain enduring partnerships within the defense sector, focusing on naval submarine and military aircraft manufacturing [11] - There is a strong emphasis on cash management and expense control as part of risk mitigation strategies [1] - The company is focused on tactical execution and risk mitigation to meet customer expectations and retain confidence [34] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to manage cash and access capital for operations [15] - The company is optimistic about future revenue growth and profitability, driven by a strong backlog and new orders [11] - Management acknowledged the challenges faced by Stadco but indicated that improvements are being made [71] Other Important Information - The company has been instructed not to discuss specific details regarding the potential acquisition due to legal constraints [44][96] - Management highlighted the importance of customer requirements and confidentiality in their operations [8][9] Q&A Session Summary Question: How do you feel about your cash and access to capital right now? - Management feels safe about their current cash position and access to capital [15] Question: How do you expect to manage cash flow for the acquisition? - Management indicated that they cannot legally discuss the acquisition details at this time [44] Question: Are you winning business from competitors who are unable to execute? - Management confirmed that they are winning new orders and part numbers, including business from competitors who have struggled [70] Question: What is the status of deferred maintenance issues at Stadco? - Management stated that they are making progress but cannot specify how close they are to resolving all issues [90] Question: Can you provide insight into the confidence in the Votaw forecast numbers? - Management indicated that the published numbers reflect their best estimates and show expected growth [82]

Financial Performance - Third quarter consolidated net sales were $7.6 million, an 8% decrease compared to $8.3 million in the same quarter of fiscal 2023 [2]. - Consolidated gross profit was $1.2 million, a decline of 23% year-over-year, primarily due to the decrease in top line revenue [5]. - Operating loss for the third quarter was $1.0 million, compared to operating income of $0.3 million in the same period last year [5]. - Net loss for the third quarter was $0.9 million, compared to net income of $0.1 million in the same quarter of the previous year [14]. - For the nine months ended December 31, 2023, consolidated net sales were $22,991,000, a decline of 4% compared to $23,926,000 in the same period of 2022 [15]. - The company reported a net loss of $1,921,122 for the nine months ended December 31, 2023, compared to a net income of $23,754 in the same period of 2022 [17]. - EBITDA for the three months ended December 31, 2023, was $(365,000), a decrease of $1,190,000 from $825,000 in the same period of 2022 [19]. Cash and Debt Position - Total debt increased to $7.6 million as of December 31, 2023, compared to $6.1 million as of March 31, 2023 [6]. - Cash and cash equivalents decreased to $0.4 million as of December 31, 2023, down from $0.5 million as of March 31, 2023 [6]. - Cash and cash equivalents at the end of the period were $391,245, a decrease from $534,474 at the beginning of the period [17]. Operational Costs - SG&A expenses increased by $0.9 million, primarily due to higher expenditures for outside advisory services related to a potential acquisition [5]. - The company incurred approximately $1.0 million in due diligence costs related to a potential acquisition during the quarter [2]. - The cost of sales for the three months ended December 31, 2023, was $6,489,000, representing 85% of net sales, compared to 82% in the same period of 2022 [15]. Backlog and Future Expectations - Backlog increased to $50.8 million as of December 31, 2023, up from $44.6 million as of September 30, 2023, indicating strong customer confidence [2]. - The company expects to deliver its backlog over the next one to three fiscal years, anticipating revenue growth and gross margin expansion [2]. Segment Performance - Ranor's net sales for the three months ended December 31, 2023, were $4,296,000, a decrease of 9% from $4,735,000 in the same period of 2022 [15]. - Stadco's net sales for the nine months ended December 31, 2023, increased by 4% to $9,943,000 from $9,531,000 in the same period of 2022 [15]. Contract Assets - The company experienced a significant change in contract assets, with a net change of $1,581,638 in the nine months ended December 31, 2023, compared to $(1,006,010) in the same period of 2022 [17].

TechPrecision Corporation (NASDAQ:TPCS) Q2 2024 Earnings Conference Call November 20, 2023 4:30 PM ET Company Participants Brett Maas - Managing Director, Hayden IR Alex Shen - Chief Executive Officer Bobby Lilley - Chief Financial Officer Conference Call Participants Mark Gomes - Pipeline Data Rob Straus - Wynnefield Capital Kris Tuttle - Caterpillar Investments Greg Schlatter - Private Investor Ross Taylor - ARS Investment Partners. Richard Greulich - REG Capital Advisors Operator Greetings, and welcome t ...

Financial Performance - Consolidated net sales for the three months ended September 30, 2023, were $7.97 million, a decrease of 6% compared to $8.52 million for the same period in 2022[103] - Ranor's net sales were $4.5 million, down $0.4 million or 9% year-over-year, primarily due to a different mix of products and supply chain impacts[106] - Stadco's net sales were $3.6 million, a slight increase of 1% compared to $3.59 million in the prior year, with mixed performance across different customer segments[107] - Consolidated net sales for the six months ended September 30, 2023, were $15.3 million, a decrease of 2% compared to $15.6 million for the same period in 2022[127] - Ranor's net sales decreased by $0.7 million, or 7%, to $8.9 million, while Stadco's net sales increased by $0.4 million, or 8%, to $6.3 million[128][129] Cost and Profitability - Consolidated cost of sales increased by 2% to $6.93 million for the three months ended September 30, 2023, compared to $6.78 million in the same period last year[109] - Gross profit decreased by $0.7 million or 41%, with a gross margin of 13% for the three months ended September 30, 2023, down from 20.4% in the prior year[109] - Ranor's gross profit fell by $1.0 million or 48% due to lower revenue and a less favorable project mix[110] - Consolidated gross profit for the six months ended September 30, 2023, was $1.7 million, a decrease of $0.8 million, or 32%, compared to $2.6 million in the prior year[130] Operating Performance - Operating loss for the three months ended September 30, 2023, was $0.6 million, compared to an operating loss of $0.1 million in the same period last year[117] - Ranor's operating income decreased by $1.4 million, or 48%, to $1.5 million, while Stadco's operating loss narrowed by $987,000, or 45%, to $1.2 million[137] - For the six months ended September 30, 2023, the company reported an operating loss of $1.2 million, which is $0.5 million higher than the operating loss for the same period in 2022[140] Net Income and Loss - The company recorded a net loss of $1.1 million, or $0.12 per share, compared to a net loss of $0.1 million, or $0.01 per share for the same period in 2022[148] - Net loss for the three months ended September 30, 2023, was $0.5 million, compared to a net income of $0.4 million in the same period of 2022[182] Tax and Other Income - The company recorded a tax benefit of $176,698 for the three months ended September 30, 2023, compared to a tax expense of $135,509 in the same period last year[122] - The company recorded a tax benefit of $323,128 for the six months ended September 30, 2023, compared to a tax benefit of $38,205 for the same period in 2022[146] - Other income (expense), net for the three months ended September 30, 2023, was $40,875, a decrease of 44% compared to $73,561 in the prior year[119] Backlog and Orders - The defense backlog remains strong, with new orders related to U.S. Navy and Marine Corps programs continuing to flow from existing customers[105] - The backlog at Ranor as of September 30, 2023, was $19.1 million, while Stadco's backlog was $25.5 million[128][129] Liquidity and Debt - Total available liquidity as of September 30, 2023, was $3.2 million, consisting of $0.1 million in cash and approximately $3.1 million in undrawn capacity under the Revolver Loan[150] - Working capital was negative at $(740,000) as of September 30, 2023, a decrease of $6.3 million from $5.6 million at March 31, 2023[158] - Long-term debt obligations totaled $7.1 million, classified as current due to potential covenant violations[181] - The company had $7.1 million outstanding under the amended loan agreement with Berkshire Bank as of September 30, 2023[151] Capital Expenditures and Investments - The company invested $2.7 million in new factory machinery and equipment for the six months ended September 30, 2023, primarily for contract project work[162] Interest and Expenses - Interest expense increased by 46% to $205,164 for the six months ended September 30, 2023, compared to $140,628 for the same period in 2022[143] Financial Covenants - The Company agreed to maintain a Cash Flow-to-Total Debt Service ratio of not less than 1.20 to 1.00, measured quarterly[174] - The Balance Sheet Leverage must be less than or equal to 2.50 to 1.00, tested quarterly[177] - The Company committed to combined annual capital expenditures not exceeding $1.5 million, tested annually[177] - The Loan-to-Value Ratio must not exceed 0.75 to 1.00, based on the fair market value of collateral[178] Off-Balance Sheet Arrangements - The Company has no off-balance sheet arrangements as of September 30, 2023[180]

TechPrecision Corporation (NASDAQ:TPCS) Q1 2024 Earnings Conference Call August 21, 2023 4:30 PM ET Company Participants Brett Maas - Hayden IR Alexander Shen - Chief Executive Officer Barbara Lilley - Chief Financial Officer Conference Call Participants Rob Straus - Private Investor Ross Taylor - ARS Investment Partners Kris Tuttle - Blue Caterpillar Investments Operator Greetings. Welcome to the TechPrecision Corporation Fiscal 2024 First Quarter Financial Results Conference Call. At this time, all partic ...

Financial Performance - Consolidated net sales for the three months ended June 30, 2023, were $7.4 million, a 4% increase compared to $7.1 million for the same period in 2022[100]. - Ranor's net sales decreased by $0.2 million, or 5%, to $4.5 million for the three months ended June 30, 2023, with a backlog of $21.8 million[101]. - Stadco's net sales increased by $0.6 million, or 26%, to $3.0 million for the three months ended June 30, 2023, with a backlog of $24.5 million[102]. - Consolidated gross profit decreased by $0.1 million, or 15%, to $0.7 million for the three months ended June 30, 2023, with a gross margin of 9.4%[103]. - Ranor's gross profit decreased by $0.6 million, or 30%, primarily due to lower revenue and a less favorable project mix[104]. - Stadco's gross profit was negative for the three months ended June 30, 2023, but losses narrowed compared to the same period in 2022[105]. - Operating loss for the three months ended June 30, 2023, was $580,000, slightly higher than the operating loss of $558,000 for the same period in 2022[110]. - Net loss for the three months ended June 30, 2023, was $527,455, or $0.06 per share, compared to a net loss of $501,165, or $0.06 per share for the same period in 2022[117]. - EBITDA for the three months ended June 30, 2023, was negative $19,000, a decrease of $13,000 from negative $6,000 in the same period of 2022[149]. - The Company reported a net loss of $0.5 million for the three months ended June 30, 2023, compared to a net loss of $0.501 million for the same period in 2022[149]. Costs and Expenses - Consolidated cost of sales for the three months ended June 30, 2023, was $6.7 million, a 7% increase compared to $6.3 million for the same period in 2022[103]. - Consolidated SG&A expenses for the three months ended June 30, 2023, decreased by approximately $101,000, or 7%, compared to the same period in 2022[107]. - The Company plans to closely monitor expenses and may reduce operating costs to enhance liquidity due to recurring operating losses at the Stadco subsidiary[121]. - The company is closely monitoring expenses and may reduce operating costs and capital spending to enhance liquidity[164]. Liquidity and Debt - Total available liquidity as of June 30, 2023, was $2.7 million, consisting of $0.3 million in cash and $2.4 million in undrawn capacity under the Revolver Loan[123]. - Cash provided by operating activities for the three months ended June 30, 2023, was approximately $115,000, a significant decrease from $1.4 million in the same period in 2022[128][129]. - Total debt as of June 30, 2023, was $7.6 million, an increase of $1.5 million compared to $6.1 million at March 31, 2023[126]. - As of June 30, 2023, the Company had approximately $2.3 million outstanding under the Revolver Loan, up from $650,000 at March 31, 2023[139]. - The weighted average interest rate on the Revolver Loan at June 30, 2023, was 7.31%[124]. - The Company has a long-term debt obligation totaling $7.6 million, with $2.0 million due as a balloon payment in December 2027[150]. Financial Covenants and Compliance - The Company agreed to maintain a Cash Flow-to-Total Debt Service ratio of not less than 1.20 to 1.00, tested quarterly[142]. - The Company must keep its Balance Sheet Leverage at or below 2.50 to 1.00, with compliance tested quarterly[143]. - The Loan-to-Value Ratio must not exceed 0.75 to 1.00, based on the outstanding balance of the Ranor and Stadco Term Loans[144]. - The Company has identified two material weaknesses in internal control over financial reporting as of March 31, 2023, which persisted as of June 30, 2023[156]. - The Company has committed to a remediation plan to address the identified material weaknesses, including the development of new procedures and policies[158]. - The company believes it is probable that it will breach certain covenants under its loan agreement with Berkshire Bank within the next 12 months, raising substantial doubt about its ability to continue as a going concern[163]. - The company has determined it is in compliance with the financial covenants as of June 30, 2023, but expects potential noncompliance by September 30, 2023[163]. - The consequences of any default or waiver could materially and adversely affect the company's business, financial condition, and results of operations[165]. Operational Strategy - The company relies on individual purchase orders rather than long-term contracts, impacting revenue generation[82]. - The company continues to seek long-term projects with predictable cost structures to enhance revenue stability[88]. - The company plans to increase utilization of manufacturing capacity at its Stadco subsidiary and improve manufacturing processes to meet financial covenants[164]. - If the company fails to comply with the financial covenants, it may seek waivers or forbearances from the lender, which could lead to increased costs and restrictive covenants[164]. - There is no assurance that the company will successfully achieve compliance with the financial covenants through operational changes[164]. - The potential need for additional equity financing could adversely affect stockholder rights and lead to dilution of existing shares[164].

Financial Data and Key Metrics Changes - Ranor's revenue for fiscal year 2023 was $19.2 million, up from $14.6 million in fiscal year 2022, representing a 32% improvement year-over-year [4] - Gross profit for Ranor doubled in fiscal year 2023 to $7.0 million from $3.5 million in fiscal year 2022 [4] - Net sales for the 12 months ended March 31, 2023, were $31.4 million compared to $22.3 million in the same period a year ago, an increase of $9.1 million [8] - Operating loss was $1.1 million compared to an operating loss of $1.6 million in the prior year [9] - Cash balance at March 31, 2023, was $531,000 compared to $1.1 million at March 31, 2022 [10] - Working capital was $5.6 million at March 31, 2023, compared to $2.8 million in March 31, 2022 [10] Business Line Data and Key Metrics Changes - Stadco's revenue was 58% higher year-over-year, primarily due to having a full year of Stadco financial results [17] - Gross profit for the fourth quarter was $848,000, 25% lower compared to the same quarter a year ago due to Stadco's production issues [20] - SG&A expenses increased by $1.1 million in fiscal 2023, primarily due to the inclusion of Stadco for the full fiscal reporting period [21] Market Data and Key Metrics Changes - The backlog was $44 million at March 31, 2023, with $17.7 million at Ranor and $26.3 million at Stadco [6] - Ranor's gross margin percentage increased from 24% to 36% in fiscal 2023, while Stadco's performance resulted in only a slight increase in the consolidated gross margin percentage from 15.2% to 15.6% [21] Company Strategy and Development Direction - The company aims to secure and maintain enduring partnerships with customers, focusing on the defense sector, particularly naval submarine and military aircraft manufacturing [12][24] - Management emphasized a sharp focus on tactical execution and risk mitigation to meet customer expectations and retain customer confidence [5] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in business prospects, noting that customer confidence remains strong, as evidenced by new orders and a solid backlog [6][12] - The company acknowledged production issues at Stadco but indicated that these problems have been resolved and that they are focused on enhancing manufacturing capabilities [17][50] Other Important Information - The company recorded a pre-tax loss of $783,000 for fiscal 2023 compared with a pre-tax loss of $542,000 in fiscal 2022 [42] - Fiscal 2023 included a one-time $637,000 employee retention tax credit refund, while fiscal 2022 included a gain of $1.3 million for loan forgiveness under the Paycheck Protection Program [42] Q&A Session Summary Question: What caused the downtime at Stadco? - Management indicated that the significant downtime was not anticipated and involved multiple machines being down simultaneously, which was characterized as a perfect storm [28][50] Question: What are the implications of the recent reverse split and uplisting on investor relations? - Management noted that they need to reassess their interaction with shareholders and consider increasing outreach activities [48] Question: Can Stadco achieve margins similar to Ranor? - Management expressed uncertainty about the timeline for Stadco to reach Ranor-like margins, acknowledging the challenges but maintaining a belief in the potential for improvement [64][87] Question: Are there opportunities for commercial projects or adjacent acquisitions? - Management confirmed they are open to pursuing opportunities in the precision industrial sector and are actively seeking adjacent acquisitions [160][193]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ Commission File Number: 000-51378 TechPrecision Corporation (Exact name of registrant as specified in its char ...